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1. Parties: Identifies the seller and purchaser of the receivables
2. Background: Sets out the context of the agreement, including the seller's business and the nature of the receivables being sold
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Sale and Purchase: Core provisions detailing the sale and assignment of receivables, purchase price, and completion mechanics
5. Eligibility Criteria: Specifies the criteria that receivables must meet to be eligible for purchase
6. Purchase Price and Payment: Details the calculation and payment of the purchase price, including any discount or factoring fee
7. Representations and Warranties: Seller's representations regarding their business, the receivables, and authority to sell
8. Undertakings: Ongoing obligations of the seller, including cooperation in collection and notification requirements
9. Collections and Administration: Procedures for collecting receivables and managing customer relationships
10. Security Interest and Perfection: Provisions ensuring the purchaser's interest is properly secured and registered
11. Events of Default: Circumstances constituting default and corresponding remedies
12. Termination: Conditions and process for terminating the agreement
13. Confidentiality: Obligations regarding confidential information
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.
1. Credit Insurance: Required when receivables are covered by credit insurance, detailing insurance arrangements and claims process
2. True Sale Provisions: Enhanced provisions to establish true sale character when bankruptcy remoteness is critical
3. Customer Notification: Detailed notification procedures when immediate notification of assignment is required
4. Cross-Border Provisions: Required when receivables or parties involve multiple jurisdictions
5. Data Protection: Enhanced provisions when dealing with significant personal data
6. Service Level Requirements: Detailed service standards when seller continues to service the receivables
7. Guarantee: When additional security through a parent company or third-party guarantee is required
1. Schedule 1 - Form of Transfer Notice: Template for documenting each transfer of receivables
2. Schedule 2 - Eligibility Criteria Details: Detailed specifications of receivable eligibility requirements
3. Schedule 3 - Receivables Information: Required information and format for identifying and describing receivables
4. Schedule 4 - Purchase Price Calculation: Detailed methodology for calculating purchase price and discounts
5. Schedule 5 - Operational Procedures: Detailed procedures for day-to-day operations and administration
6. Schedule 6 - Form of Reports: Templates for required reporting
7. Schedule 7 - Power of Attorney: Form of power of attorney for purchaser to manage receivables
8. Appendix A - Initial Receivables Pool: Details of the initial pool of receivables being purchased
9. Appendix B - Approved Customer List: List of customers whose receivables are approved for purchase
Financial Services
Manufacturing
Wholesale Trade
Retail
Construction
Healthcare
Technology
Transportation and Logistics
Professional Services
Energy and Utilities
Legal
Finance
Treasury
Accounts Receivable
Credit Control
Operations
Risk Management
Compliance
Commercial
Business Development
Chief Financial Officer
Finance Director
Treasury Manager
Accounts Receivable Manager
Credit Controller
Legal Counsel
Commercial Director
Risk Manager
Operations Manager
Financial Controller
Business Development Manager
Compliance Officer
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